Sale and Purchase of the Note. 11 Section 2.01 Sale and Purchase of the Note 11 Section 2.02 Closing 11 Section 2.03 Termination prior to Closing 15 ARTICLE III. REPRESENTATIONS AND WARRANTIES 17 Section 3.01 Representations and Warranties of the Company Group 17 Section 3.02 Representations and Warranties of the Purchaser 28 ARTICLE IV. ADDITIONAL AGREEMENTS 31 Section 4.01 Taking of Necessary Action 31 Section 4.02 Exclusive Dealing 32 Section 4.03 Proxy Statement 32 Section 4.04 Company Special Meeting 33 Section 4.05 Transaction Litigation 34 Section 4.06 Board Observer Rights 34 Section 4.07 Conversion Price Matters 35 Section 4.08 Confidentiality 36 Section 4.09 Certain Information Rights 36 Section 4.10 Corporate Actions 37 Section 4.11 Indemnification 38 Section 4.12 Negative Covenants 40 Section 4.13 Cooperation 42 Section 4.14 Additional Notes 42 Section 4.15 Tax Matters 43 ARTICLE V. REGISTRATION RIGHTS 43 Section 5.01 Registration Statement 43 Section 5.02 Registration Limitations and Obligations 44 Section 5.03 Registration Procedures 46 Section 5.04 Expenses 49 Section 5.05 Registration Indemnification 50 Section 5.06 Facilitation of Sales Pursuant to Rule 144 52 Section 5.07 Other Registration Rights 53 ARTICLE VI. MISCELLANEOUS 53 Section 6.01 Survival of Representations and Warranties 53
Sale and Purchase of the Note. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company, the Note for a purchase price equal to the principal amount of the Note (such price, the “Purchase Price,” and such transaction, the “Purchase”).
Sale and Purchase of the Note. Upon satisfaction of the conditions precedent set forth hereinafter, Seller agrees to sell the Notes to Purchaser, and Purchaser agrees to purchase the Notes from Seller.
Sale and Purchase of the Note. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Investor and the Investor will purchase from the Company, on the Issuance Date, the Note at the purchase price of 100% of the principal amount thereof.
Sale and Purchase of the Note. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company at the Closing, a Note in the aggregate principal amount of $276,562.51 against payment by the Purchaser to the Company of the amount of $150,000.00 representing the initial advance by the Purchaser under the Loan (the "Initial Advance"). Arrearages of interest in the amount of $26,562.51 shall be deemed advanced by the Purchaser for purposes of the Note.
Sale and Purchase of the Note. The Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, in two or more tranches, subject to the terms and conditions of this Agreement and in reliance on the respective representations, warranties and covenants of the Company and the Purchaser contained herein, the Note at an aggregate purchase price equal to 100% of the principal amount thereof. The initial tranche under the Note in the principal amount of $1,500,000 has been funded as of the date hereof. One or more additional tranche or tranches under the Note in the total remaining amount of $1,500,000 shall be funded on or before September 30, 2017. Notwithstanding the execution and delivery of the Note in the full principal amount as of the date hereof, interest shall not accrue thereunder unless and until the remaining principal amounts are funded thereunder, and then only to the extent of such principal amounts funded.
Sale and Purchase of the Note. Subject to the terms and conditions hereof, the Issuer will issue and sell to the Purchaser, and the Purchaser will purchase from the Issuer, the Note on March 31, 2009, or on such earlier date as may be agreed between the parties (the “Closing Date”), at a purchase price equal to 100% of the principal amount thereof (the “Purchase Price”).
Sale and Purchase of the Note. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall purchase, and the Seller shall sell and transfer, the Note free and clear of all Encumbrances.
Sale and Purchase of the Note. The Company agrees to issue and sell to the Lender, and the Lender agrees to purchase from the Company the Note, subject to the terms and conditions herein. On the Completion Date, the Lender shall pay the consideration for the Note pursuant to Section 2.3, by initiating wire transfer of immediately available funds to an account designated by the Company, details of which are set forth in Section 4.2(b) herein.
Sale and Purchase of the Note. Upon the terms and subject to the conditions contained herein, the Purchaser hereby agrees to lend to the Company Four Hundred Thousand and No/100 Dollars ($400,000) in exchange for a subordinated, promissory note in the form attached as Exhibit A (the "Note").
